**Exhibit 10.48****FORM OF****INDEMNIFICATION AGREEMENT**     This Indemnification Agreement (this “**Agreement**”) is made as of                     , 2005, by andbetween NeuStar, Inc. (the “**Company**”), and [           ], an executive officer of the Company(“**Indemnitee**”).**BACKGROUND**     A. The Board has determined that the Company’s ability to attract and retain qualified personsas directors and officers is in the best interests of the Company’s stockholders and that theCompany should act to assure such persons that there will be adequate certainty of protectionthrough insurance and indemnification against inordinate risks of claims and actions against themarising out of their service to and activities on behalf of the Company.     B. The Company has adopted provisions in its Certificate of Incorporation and bylaws providingfor indemnification of its officers and directors to the fullest extent permitted by applicablelaw, and the Company wishes to clarify and enhance the rights and obligations of the Company andIndemnitee with respect to indemnification.     C. In order to induce and encourage highly experienced and capable persons such as Indemniteeto serve and continue to serve the Company as directors, officers and/or in any other capacity, andto otherwise promote the desirable end that such persons will resist what they consider unjustifiedlawsuits and claims made against them in connection with the good faith performance of their dutiesto the Company, with the knowledge that certain costs, judgments, penalties, fines, liabilities andexpenses incurred by them in their defense of such litigation are to be borne by the Company andthey will receive the maximum protection against such risks and liabilities as may be afforded bylaw, the Board has determined that the following Agreement is reasonable and prudent to promote andensure the best interests of the Company and its stockholders.     D. The Company desires to have Indemnitee continue to serve as a director or officer of theCompany and/or in such other capacity with respect to the Company as the Company may request, asthe case may be, free from undue concern for unpredictable, inappropriate or unreasonable legalrisks and personal liabilities by reason of Indemnitee acting in good faith in the performance ofIndemnitee’s duty to the Company, and Indemnitee desires to continue so to serve the Company,provided, and on the express condition, that he or she is furnished with the indemnity set forthhereinafter.**AGREEMENT**     Now, therefore, in consideration of Indemnitee’s continued service for the Company, theparties hereto agree as follows:     1. Service by Indemnitee. Indemnitee will serve and/or continue to serve as adirector or officer of the Company and/or in such other capacity with respect to the Company as
 

 
the Company may request, as the case may be, faithfully and to the best of Indemnitee’s ability so longas Indemnitee is duly elected or appointed and until such time as Indemnitee is removed aspermitted by law or tenders a resignation in writing.     2. Indemnification. The Company shall indemnify Indemnitee to the fullest extentpermitted by the Delaware General Corporation law in effect on the date hereof or as such law mayfrom time to time be amended (but, in the case of any such amendment, only to the extent that suchamendment permits the Company to provide broader indemnification rights than said law permitted theCompany to provide prior to such amendment). Without diminishing the scope of the indemnificationprovided by this Section, the rights of indemnification of Indemnitee provided hereunder shallinclude but shall not be limited to those rights hereinafter set forth, except that noindemnification shall be paid to Indemnitee:     (a) to the extent expressly prohibited by applicable law or the Certificate ofIncorporation or bylaws of the Company, in each case as in effect on the date hereof or assuch law, Certificate of Incorporation or bylaws, as the case may be, may from time to timebe amended (but, in the case of any such amendment, only to the extent that such amendmentpermits the Company to provide broader indemnification rights than said law, Certificate ofIncorporation or bylaws, as the case may be, permitted the Company to provide prior to suchamendment);     (b) for which payment has actually been made to Indemnitee under a valid andcollectible insurance policy or under a valid and enforceable indemnity clause, bylaw oragreement of the Company or any other company or organization on whose board Indemniteeserves at the request of the Company, except with respect to any deductible (or theequivalent) from or excess beyond the amount payable or paid under any insurance policy orother indemnity provision;     (c) for an accounting of profits made (i) from the purchase and sale (or sale andpurchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b)of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutorylaw or common law, or (ii) from any transactions prohibited under Section 306(a) of theSarbanes-Oxley Act of 2002;     (d) in connection with any Proceeding (or any part of any Proceeding), including claimsand counterclaims, initiated or brought voluntarily by Indemnitee, including any Proceeding(or any part of any Proceeding) initiated by such Indemnitee against the Company or itsdirectors, officers, employees or other Indemnitees in their capacity as such, but excludinga judicial proceeding or arbitration pursuant to Section 10 to enforce rights under thisAgreement, unless the Board authorized the Proceeding (or such part of any Proceeding) priorto its initiation; or     (e) with respect to any action, suit or proceeding brought by or on behalf of theCompany against Indemnitee that is authorized by the Board, except as provided in Sections4, 5 and 6 below.
2

 
     3. Action or Proceedings Other than an Action by or in the Right of the Company.Except as limited by Section 2 above, Indemnitee shall be entitled to the indemnification rightsprovided in this Section if Indemnitee is a party or is threatened to be made a party to anyProceeding (other than an action by or in the name of the Company) by reason of the fact thatIndemnitee is or was a director, officer, employee or agent of the Company, or is or was serving atthe request of the Company as a director, officer, employee or agent or fiduciary of any otherentity (including, but not limited to, another corporation, partnership, joint venture or trust);or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to thisSection, Indemnitee shall be indemnified against all costs, judgments, penalties, fines,liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses (defined below)actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemniteeacted in good faith and in a manner he or she reasonably believed to be in or not opposed to thebest interests of the Company, and with respect to any criminal Proceeding, had no reasonable causeto believe his or her conduct was unlawful.     4. Indemnity in Proceedings by or in the Name of the Company. Except as limited bySection 2 above, Indemnitee shall be entitled to the indemnification rights provided in thisSection if Indemnitee was or is a party or is threatened to be made a party to any Proceedingbrought by or in the name of the Company to procure a judgment in its favor by reason of the factthat Indemnitee is or was a director, officer, employee or agent or fiduciary of the Company, or byreason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section,Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities,amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonablyincurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and ina manner Indemnitee reasonably believed to be in or not opposed to the best interests of theCompany; *provided*, *however*, that no such indemnification shall be made in respect of any claim,issue, or matter as to which Delaware law expressly prohibits such indemnification by reason of anyadjudication of liability of Indemnitee to the Company, unless and only to the extent that theCourt of Chancery of the State of Delaware or the court in which such action or suit was broughtshall determine upon application that, despite the adjudication of liability but in view of all thecircumstances of the case, Indemnitee is entitled to indemnification for such costs, judgments,penalties, fines, liabilities and Expenses as such court shall deem proper.     5. Indemnification for Costs, Charges and Expenses of Successful Party.Notwithstanding the limitations of Section 2(e), 3 and 4 above, to the extent that Indemnitee hasbeen successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding(including an action, suit or proceeding brought by or on behalf of the Company) or in defense ofany claim, issue or matter therein, including, without limitation, the dismissal of any actionwithout prejudice, or if it is ultimately determined that Indemnitee is otherwise entitled to beindemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually andreasonably incurred in connection therewith. For purposes of this Agreement and withoutlimitation, the termination of any claim, issue or matter in such a Proceeding by dismissal orwithdrawal, with or without prejudice, shall be deemed to be a successful result with respect toIndemnitee as to such claim, issue or matter. Without limiting the foregoing, if any Proceeding orany claim, issue or matter therein is disposed of or withdrawn, on the merits or otherwise(including a disposition without prejudice), without (i) the disposition being adverse to theIndemnitee, (ii) an adjudication that the Indemnitee was liable to the Company, (iii) a plea of
3

 
guilty or *nolo contendere*by the Indemnitee, (iv) an adjudication that the Indemnitee did not actin good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to thebest interests of the Company and (v) with respect to any criminal proceeding, an adjudication thatthe Indemnitee had reasonable cause to believe such Indemnitee’s conduct was unlawful, theIndemnitee shall be considered for the purposes hereof to have been wholly successful with respectthereto.     6. Partial Indemnification. If Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for some or a portion of the costs, judgments,penalties, fines, liabilities or Expenses actually and reasonably incurred in connection with anyaction, suit or proceeding (including an action, suit or proceeding brought by or on behalf of theCompany), but not, however, for all of the total amount thereof, the Company shall neverthelessindemnify Indemnitee for the portion of such costs, judgments, penalties, fines, liabilities andExpenses actually and reasonably incurred by Indemnitee to which Indemnitee is entitled.     7. Indemnification for Expenses of a Witness. Notwithstanding any other provision ofthis Agreement, to the maximum extent permitted by applicable law, Indemnitee shall be entitled toindemnification against all Expenses actually and reasonably incurred or suffered by Indemnitee oron Indemnitee’s behalf if Indemnitee appears as a witness or otherwise incurs legal expenses as aresult of or related to Indemnitee’s service as a director, officer, employee or agent of theCompany (or Indemnitee’s service, at the request of the Company, as a director, officer, employeeor agent or fiduciary of any other entity, including, but not limited to, another corporation,partnership, joint venture or trust), in any threatened, pending or completed legal,administrative, investigative or other proceeding or matter to which, at the time such expenseswere incurred, Indemnitee neither is, nor is threatened to be made, a party.     8. Determination of Entitlement to Indemnification. Upon written request byIndemnitee for indemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of Indemniteeto indemnification, to the extent not provided pursuant to the terms of this Agreement, shall bedetermined by the following person or persons who shall be empowered to make such determination:(a) the Board by a majority vote of Disinterested Directors (defined below), whether or not suchmajority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majorityvote of such directors, whether or not such majority constitutes a quorum; (c) if there are noDisinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel(defined below) in a written opinion to the Board, a copy of which shall be delivered toIndemnitee; or (d) the stockholders of the Company. Such Independent Counsel shall be selected bythe Board, and approved by Indemnitee. Upon failure of the Board so to select such IndependentCounsel or upon failure of Indemnitee so to approve, such Independent Counsel shall be selectedupon application to a court of competent jurisdiction. Such determination of entitlement toindemnification shall be made not later than 30 calendar days after receipt by the Company of awritten request for indemnification. Such request shall include documentation or information whichis necessary for such determination and which is reasonably available to Indemnitee. Any Expensesincurred by Indemnitee in connection with a request for indemnification or payment of Expenseshereunder, under any other agreement, any provision of the Company’s bylaws or any directors’ andofficers’ liability insurance, shall be borne by the Company. The Company hereby indemnifiesIndemnitee for any such Expense and agrees to hold Indemnitee harmless therefrom irrespective ofthe outcome of the determination of
4

 
Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that Indemnitee is entitled to indemnification as to part(but not all) of the application for indemnification, such person shall reasonably prorate suchpartial indemnification among the claims, issues or matters at issue at the time of thedetermination.     9. Presumptions and Effect of Certain Proceedings. The Secretary of the Companyshall, promptly upon receipt of Indemnitee’s request for indemnification, advise in writing theBoard or such other person or persons empowered to make the determination as provided in Section 8that Indemnitee has made such request for indemnification. Upon making such request forindemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and theCompany shall have the burden of proof in making any determination contrary to such presumption.If the person or persons so empowered to make such determination shall have failed to make therequested determination with respect to indemnification within 30 calendar days after receipt bythe Company of such request, a requisite determination of entitlement to indemnification shall bedeemed to have been made and Indemnitee shall be absolutely entitled to such indemnification,absent actual and material fraud in the request for indemnification. The termination of anyProceeding described in Sections 3 or 4 by judgment, order, settlement or conviction, or upon aplea of *nolo contendere*or its equivalent, shall not, of itself: (a) create a presumption thatIndemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be inor not opposed to the best interests of the Company, or, with respect to any criminal Proceeding,that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful; or (b)otherwise adversely affect the rights of Indemnitee to indemnification except as may be providedherein.     10. Remedies of Indemnitee in Cases of Determination not to Indemnify or to PayExpenses. In the event that a determination is made that Indemnitee is not entitled toindemnification hereunder or if payment has not been timely made following a determination ofentitlement to indemnification pursuant to Sections 8 and 9, or if Expenses are not paid pursuantto Section 15, Indemnitee shall be entitled to final adjudication in a court of competentjurisdiction of entitlement to such indemnification or payment. Alternatively, Indemnitee atIndemnitee’s option may seek an award in an arbitration to be conducted by a single arbitratorpursuant to the rules of the American Arbitration Association, such award to be made within 60 daysfollowing the filing of the demand for arbitration. The Company shall not oppose Indemnitee’sright to seek any such adjudication or award in arbitration or any other claim. The determinationin any such judicial proceeding or arbitration shall be made *de novo*and Indemnitee shall not beprejudiced by reason of a determination (if so made) pursuant to Sections 8 or 9 that Indemnitee isnot entitled to indemnification. If a determination is made or deemed to have been made pursuantto the terms of Section 8 or 9 that Indemnitee is entitled to indemnification, the Company shall bebound by such determination and is precluded from asserting that such determination has not beenmade or that the procedure by which such determination was made is not valid, binding andenforceable. The Company further agrees to stipulate in any such court or before any sucharbitrator that the Company is bound by all the provisions of this Agreement and is precluded frommaking any assertions to the contrary. If the court or arbitrator shall determine that Indemniteeis entitled to any indemnification or payment of Expenses hereunder, the Company shall pay allExpenses actually and reasonably incurred by Indemnitee in connection with such adjudication oraward in arbitration (including, but not limited to, any appellate Proceedings).
5

 
     11. Other Rights to Indemnification. Indemnification and payment of Expenses providedby this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now orin the future be entitled under any provision of the bylaws or other organizational documents ofthe Company, vote of stockholders or Disinterested Directors, provision of law, agreement orotherwise.     12. Expenses to Enforce Agreement. In the event that Indemnitee is subject to orintervenes in any Proceeding in which the validity or enforceability of this Agreement is at issueor seeks an adjudication or award in arbitration to enforce Indemnitee’s rights under, or torecover damages for breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole or inpart in such action, shall be entitled to recover from the Company and shall be indemnified by theCompany against any actual Expenses incurred by Indemnitee.     13. Continuation of Indemnity. All agreements and obligations of the Companycontained herein shall continue during the period Indemnitee is a director, officer, employee oragent of the Company or is serving at the request of the Company as a director, officer, employeeor agent or fiduciary of any other entity (including, but not limited to, another corporation,partnership, joint venture or trust) of the Company and shall also continue after the period ofsuch service with respect to any possible claims based on the fact that Indemnitee was or had beena director, officer, employee or agent of the Company or was or had been serving at the request ofthe Company as a director, officer, employee or agent or fiduciary of any other entity (including,but not limited to, another corporation, partnership, joint venture or trust). This Agreementshall be binding upon all successors and assigns of the Company (including any transferee of all orsubstantially all of its assets and any successor by merger or operation of law) and shall inure tothe benefit of the heirs, personal representatives and estate of Indemnitee.     14. Notification and Defense of Claim. Promptly after receipt by Indemnitee of noticeof any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Companyunder this Agreement, notify the Company in writing of the commencement thereof; but the omissionso to notify the Company will not relieve the Company from any liability that it may have toIndemnitee. Notwithstanding any other provision of this Agreement, with respect to any suchProceeding of which Indemnitee notifies the Company:     (a) The Company shall be entitled to participate therein at its own expense; and     (b) Except as otherwise provided in this Section 14(b), to the extent that it may wish,the Company, jointly with any other indemnifying party similarly notified, shall be entitledto assume the defense thereof, with counsel satisfactory to Indemnitee. After notice fromthe Company to Indemnitee of its election so to assume the defense thereof, the Companyshall not be liable to Indemnitee under this Agreement for any expenses of counselsubsequently incurred by Indemnitee in connection with the defense thereof except asotherwise provided below. Indemnitee shall have the right to employ Indemnitee’s owncounsel in such Proceeding, but the fees and expenses of such counsel incurred after noticefrom the Company of its assumption of the defense thereof shall be at the expense ofIndemnitee unless (i) the employment of counsel by Indemnitee has been authorized by theCompany, (ii) Indemnitee shall have reasonably concluded that
6

 
there may be a conflict ofinterest between the Company and Indemnitee in the conduct of the defense of such action or(iii) the Company shall not within 60 calendar days of receipt of notice from Indemnitee infact have employed counsel to assume the defense of the action, in each of which cases thefees and expenses of Indemnitee’s counsel shall be at the expense of the Company. TheCompany shall not be entitled to assume the defense of any Proceeding brought by or onbehalf of the Company or as to which Indemnitee shall have made the conclusion provided forin (ii) above; and     (c) If the Company has assumed the defense of a Proceeding, the Company shall not beliable to indemnify Indemnitee under this Agreement for any amounts paid in settlement ofany Proceeding effected without the Company’s written consent. The Company shall not settleany Proceeding in any manner that would involve an admission of guilt or wrongful conduct byIndemnitee, or impose any penalty, prohibition, restriction or limitation on, or disclosureobligation with respect to, Indemnitee without Indemnitee’s prior written consent. Neitherthe Company nor Indemnitee will unreasonably withhold such party’s consent to any proposedsettlement.     15. Payment of Expenses.     (a) All Expenses incurred by Indemnitee in advance of the final disposition of any Proceedingshall be paid by the Company at the request of Indemnitee, each such payment to be made within 20calendar days after the receipt by the Company of a statement or statements from Indemniteerequesting such payment or payments from time to time. Indemnitee’s entitlement to such Expensesshall include those incurred in connection with any Proceeding by Indemnitee seeking a judgment incourt or an adjudication or award in arbitration pursuant to this Agreement (including theenforcement of this provision). Such statement or statements shall (i) reasonably evidence theexpenses and costs incurred by Indemnitee in connection therewith; *provided*, *however*, thatIndemnitee shall not be required to provide any billing detail or other information to the extentthat disclosure of such detail or information would jeopardize any attorney-client or otherapplicable privilege, as determined by Indemnitee in his or her reasonable discretion; and (ii)include or be accompanied by an undertaking, in substantially the form attached as Exhibit 1, by oron behalf of Indemnitee to reimburse such amount if it is finally determined, after all appeals, bya court of competent jurisdiction that Indemnitee is not entitled to be indemnified against suchExpenses by the Company as provided by this Agreement or otherwise.     (b) Advances shall be made without making or requiring any determination or evidence as toIndemnitee’s ability to repay the Expenses and without regard to the Indemnitee’s ultimateentitlement to indemnification under the other provisions of this Agreement or otherwise. Advancesshall be unsecured and interest-free. Advances shall include any and all reasonable Expensesincurred pursuing an action to enforce the right of advancement under this Agreement, includingExpenses incurred preparing and forwarding statements to the Company to support the advancesclaimed. An Indemnitee shall qualify for advances solely upon the execution and delivery to theCompany of the undertaking described in Section 15(a).     (c) Notwithstanding any other provision of this Agreement to the contrary, an Indemnitee shallbe entitled to the advancement of the Indemnitee’s Expenses incurred in connection with thedetermination as to whether or not such Indemnitee is entitled to
7

 
indemnification in any instance,including but not limited to Expenses incurred in connection with any judicial proceeding to makesuch determination, even if it is ultimately determined that such Indemnitee is not entitled toindemnification, if the Indemnitee (or the Company with respect to the Indemnitee) is nonethelessentitled to coverage in such instance under any insurance arranged by the Company (as contemplatedby the Company’s bylaws), and any undertaking to repay advanced Expenses shall be qualified toexcept the repayment of advanced Expenses in circumstances of such insurance coverage even if it isultimately determined that the Indemnitee is not entitled to indemnification. This Section 15(c) shall not apply to any claim made by Indemnitee for which indemnification is excluded pursuant toSection 2, except to the extent provided in the immediately preceding sentence.     (d) Notwithstanding anything in this Agreement to the contrary, the Company shall not berequired to advance any expenses to an Indemnitee in the event and to the extent that suchIndemnitee has entered a plea of guilty in the applicable criminal Proceeding.     16. Contribution. To the fullest extent permissible under applicable law, if theindemnification provided for in this Agreement is unavailable to an Indemnitee for any reasonwhatsoever, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the amountincurred by Indemnitee, whether for judgments, fines (including any excise taxes), penalties,excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with anyclaim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fairand reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) therelative benefits received by the Company and Indemnitee as a result of the event(s) and/ortransaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (andits directors, officers, employees and agents) and Indemnitee in connection with such event(s)and/or transaction(s).     17. Separability; Prior Indemnification Agreements. If any provision or provisions ofthis Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever (a)the validity, legality and enforceability of the remaining provisions of this Agreement (includingwithout limitation, all portions of any paragraphs of this Agreement containing any such provisionheld to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal orunenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extentpossible, the provisions of this Agreement (including, without limitation, all portions of anyparagraph of this Agreement containing any such provision held to be invalid, illegal orunenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so asto give effect to the intent of the parties that the Company provide protection to Indemnitee tothe fullest enforceable extent. This Agreement shall supersede and replace any priorindemnification agreements entered into by and between the Company and Indemnitee and any suchprior agreements shall be terminated upon execution of this Agreement.     18. Headings; References; Pronouns. The headings of the sections of this Agreementare inserted for convenience only and shall not be deemed to constitute part of this Agreement orto affect the construction thereof. References herein to section numbers are to sections of thisAgreement. All pronouns and any variations thereof shall be deemed to refer to the masculine,feminine, neuter, singular or plural as appropriate.
8

 
     19. Insurance. To the extent that the Company maintains insurance on behalf of anyperson who is or will be a director, officer, employee or agent of the Company, or is or will be adirector or officer of the Company serving at the request of the Company as a director, officer,employee or agent of another Company, partnership, joint venture, trust, employee benefit plan orother enterprise against any expense, liability or loss, Indemnitee shall be covered by such policyor policies in accordance with its or their terms to the maximum extent of the coverage thereunderfor any director, officer, employee or agent of the Company. If, at the time of the receipt of anotice of a claim pursuant to the terms hereof, the Company has director and officer liabilityinsurance in effect, the Company shall give prompt notice of the commencement of such proceeding tothe insurers in accordance with the procedures set forth in the respective policies. The Companyshall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf ofthe Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms ofsuch policies.     20. Definitions. For purposes of this Agreement:          (a) “**Board**” means the Board of Directors of the Company.          (b) “**Disinterested Director**” means a director of the Company who is not or was not a party tothe Proceeding in respect of which indemnification is being sought by Indemnitee.          (c) “**Expenses**” includes, without limitation, expenses incurred in connection with the defenseor settlement of any and all investigations, judicial or administrative proceedings or appeals,attorneys’ fees, witness fees and expenses, fees and expenses of accountants and other advisors,retainers and disbursements and advances thereon, the premium, security for, and other costsrelating to any bond (including cost bonds, appraisal bonds or their equivalents), and any expensesof establishing a right to indemnification under Sections 8, 10 and 12 above but shall not includethe amount of judgments, fines or penalties actually levied against Indemnitee.          (d) “**Independent Counsel**” means a law firm or a member of a law firm that neither is presentlynor in the past five years has been retained to represent: (i) the Company or Indemnitee in anymatter material to either such party, or (ii) any other party to the Proceeding giving rise to aclaim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”shall not include any person who, under the applicable standards of professional conduct thenprevailing, would have a conflict of interest in representing either the Company or Indemnitee inan action to determine Indemnitee’s right to indemnification under this Agreement.          (e) “**Proceeding**” includes any threatened, pending or completed action, suit, arbitration,alternate dispute resolution mechanism, investigation, inquiry, administrative or legislativehearing or any other actual, threatened or completed proceeding, including any and all appeals,whether brought in the right of the Company or otherwise and whether of a civil, criminal,administrative or investigative nature, in which Indemnitee was involved, or becomes or may becomeinvolved, as a party or otherwise, for which indemnification is not prohibited under Section 2above, including, but not limited to, actions, suits or proceedings brought under
9

 
and/or predicated upon the Securities Act of 1933 or the Securities Exchange Act of 1934, or their respective statecounterparts or any rule or regulation promulgated thereunder, in which Indemnitee may be or mayhave been involved as a party or otherwise, by reason of the fact that Indemnitee is or was adirector, officer, employee or agent of the Company, or is or was serving, at the request of theCompany, as a director, officer, employee or agent or fiduciary of any other entity, including, butnot limited to, another corporation, partnership, joint venture, trust, employee benefit plan orother enterprise, or by reason of anything done or not done by Indemnitee in any such capacity,whether or not Indemnitee is serving in such capacity at the time any liability or expense isincurred for which indemnification, reimbursement or advancement of expenses can be provided underthis Agreement.     21. Other Provisions.          (a) This Agreement shall be interpreted and enforced in accordance with the laws of Delaware.          (b) This Agreement may be executed in one or more counterparts, each of which shall for allpurposes be deemed to be an original but all of which together shall constitute one and the sameAgreement. Only one such counterpart signed by the party against whom enforceability is soughtneeds to be produced as evidence of the existence of this Agreement.          (c) This agreement shall not be deemed an employment contract between the Company and anyIndemnitee who is an officer of the Company, and, if Indemnitee is an officer of the Company,Indemnitee specifically acknowledges that Indemnitee may be discharged at any time for any reason,with or without cause, and with or without severance compensation, except as may be otherwiseprovided by law or in a separate written contract between Indemnitee and the Company.          (d) Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to theextent of such payment to all of the rights of Indemnitee to recover against any person for suchliability, and Indemnitee shall execute all documents and instruments required and shall take suchother actions as may be necessary to secure such rights, including the execution of such documentsas may be necessary for the Company to bring suit to enforce such rights.          (e) No supplement, modification or amendment of this Agreement shall be binding unlessexecuted in writing by both parties hereto. No waiver of any of the provisions of this Agreementshall be deemed or shall constitute a waiver of any other provisions hereof (whether or notsimilar) nor shall such waiver constitute a continuing waiver. Any waiver of any of the provisionsof this Agreement must be in writing and executed by the party against whom such waiver is to beeffective.[SIGNATURE PAGE FOLLOWS]
10

 
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as ofthe day and year first above written.         **NEUSTAR, INC.**           By:             Name: Jeffrey E. Ganek    Title: Chairman and Chief Executive Officer           **INDEMNITEE**                Name:    **SIGNATUREPAGE TO NEUSTAR INDEMNIFICATION AGREEMENT**
 

 
**EXHIBIT 1**UNDERTAKING TO REPAY INDEMNIFICATION EXPENSES     I                                                                                , agree to reimburse the Company for allexpenses paid to me by the Company for my defense in any civil or criminal action, suit, orproceeding, in the event, and to the extent that it is finally determined, after all appeals, by acourt of competent jurisdiction that I am not entitled to be indemnified by the Company for suchexpenses, except to the extent provided for in Section 15(c) of the Indemnification Agreementbetween the Company and me, dated as of                     .         Signature             Typed Name             Office                                     ) ss:Before me                                         , on this day personally appeared                                         , known to meto be the person whose name is subscribed to the foregoing instrument, and who, after being dulysworn, stated that the contents of said instrument is to the best of his/her knowledge and belieftrue and correct and who acknowledged that he/she executed the same for the purpose andconsideration therein expressed.GIVEN under my hand and official seal at                     , this                      day of                     , 200___.                            Notary Public  My commission expires: